Effective: Aug 21, 2025
Applies to: Active clients with ongoing services as of the Effective Date
Acceptance: Continued use of services or payment on/after the Effective Date constitutes acceptance.
Acceptance by Continued Use/Payment. Client’s continued use of services or payment of any invoice/renewal on or after the Effective Date constitutes acceptance of this Master Services Agreement (“Agreement”).
Updates. Agency may update this Agreement from time to time. Agency will provide notice by email and/or by posting the updated Agreement at a designated URL. Continued use of services or payment after an update’s stated effective date constitutes acceptance of the update.
Notices. Notices may be provided by email to the most recent email addresses on file for each party and/or via conspicuous posting at the designated legal URL. Email notice is deemed received when sent (Agency records are sufficient to show transmission).
Recurring Services: For ongoing/retainer-based services, Client authorizes Agency to store and automatically charge a payment method on file (e.g., credit card, ACH) for Agency fees and any pre-approved third-party platform charges (e.g., Google Ads, Meta). Charges are processed on or about the agreed billing cycle (typically monthly, in advance). Payments are in U.S. Dollars.
Project Work: For one-time or fixed-scope projects outside of recurring services, Agency may issue an invoice. Unless an SOW or proposal states otherwise, such invoices are due within thirty (30) days of the invoice date.
Out-of-Pocket Expenses: Client shall reimburse pre-approved, project-related expenses as specified in an SOW or otherwise authorized in writing.
Late Payments: Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid in full. Client is responsible for reasonable collection costs, including attorneys’ fees.
Client may pay via ACH, credit card, or check. No processing fee is charged for ACH or check payments. Credit card payments are subject to a 3.0% processing fee. Agency may update processing fees with prior written notice to Client.
Each Party agrees to keep confidential information received from the other Party confidential and to use such information solely for performance under this Agreement. Confidentiality obligations survive for three (3) years after termination.
Each Party represents it has the authority to enter into this Agreement. Except as expressly provided, all services and deliverables are provided “AS IS”, and Agency disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.
Agency’s total liability for any claim arising out of or relating to this Agreement will not exceed the total fees paid by Client to Agency in the one (1) month period immediately preceding the event giving rise to the claim. Agency will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, data, or business reputation), even if advised of the possibility.
Client agrees to indemnify, defend, and hold harmless Agency and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Client’s content, materials, or instructions; (ii) Client’s misuse of deliverables; or (iii) Client’s breach of this Agreement.
Neither Party shall be liable for any delay or failure to perform its obligations (except for payment obligations) under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, epidemics, labor disputes, Internet or utility outages, or government restrictions. Agency’s performance is suspended (not waived) during the event; Client remains responsible for fees for services already performed and for non-cancellable third-party costs incurred on Client’s behalf. If a force majeure event continues for more than 45 days, either Party may terminate affected services on written notice, with Client remaining responsible for accrued amounts and non-cancellable pass-through costs.
During the term of this Agreement and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit for employment or contract any employee or subcontractor of Agency without Agency’s prior written consent.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good-faith negotiations between the Parties. If unresolved, disputes shall be submitted to binding arbitration in Volusia County, Florida. Judgment on the award may be entered in any court of competent jurisdiction.
Assignment. Agency may assign or transfer this Agreement (in whole or part), including in connection with a merger, acquisition, financing, reorganization, or sale/transfer of assets or business, without Client consent. Client may not assign this Agreement without Agency’s prior written consent, except to a successor in interest by merger or sale of substantially all assets/business relating to the relevant services, provided (a) Client gives prior written notice, and (b) the assignee assumes all obligations. Any non-permitted assignment is void.
Independent Contractor. Agency is an independent contractor, not an employee, partner, or agent.
Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.
Entire Agreement. This Agreement (with any SOWs and data-protection addenda) is the entire agreement on its subject and supersedes prior discussions.
Client Responsibility for Business Outcomes. Client acknowledges that Agency does not and cannot guarantee any specific results, outcomes, or return on investment from its services. Client is solely responsible for determining whether the services provide value to its business. Fees are earned for performance of services (and time reserved), and are not contingent upon Client’s subjective satisfaction, specific metrics, or the achievement of particular results. If Client determines that services no longer provide value, it is Client’s responsibility to exercise its termination rights in accordance with Section 15 (Term & Termination). Client further acknowledges that outcomes may depend on factors outside Agency’s control, including market conditions and third-party platforms.
Flexible Service Menu. Agency may provide services across strategy, creative, media, development, SEO, email, content, analytics, hosting, support, and related disciplines. The mix of activities may evolve month to month to meet Client objectives within the agreed budget.
Authorization & Instruments. In addition to any SOWs, Client authorizes Agency to undertake work via written authorizations such as email threads, tickets in Client’s or Agency’s systems, signed proposals or order forms, recorded meeting notes, or approvals captured in collaboration tools. These instruments constitute binding directions and may define scope, priorities, or budget allocations.
Time Allocation & Prioritization. Unless otherwise agreed in writing, Agency may allocate time and sequence work in its professional judgment to achieve the best outcomes within the available budget and timelines.
Estimates & Resourcing. Estimates are for planning and are not guarantees. Resourcing and timelines may be adjusted for efficiency, dependency management, or third-party constraints; Agency will communicate material changes.
No Implied Scope. Services not expressly included in an SOW or written authorization are out of scope and may require additional budget or a Change Authorization under Section 13.
Reporting. At Agency’s discretion or upon request, Agency may provide concise summaries of work performed and planned next steps; absence of a formal report does not limit fees earned for services performed.
Order of Precedence. If a conflict exists among documents, the most recent and specific written authorization controls. In general: (1) a later-dated project-specific SOW (if active) governs for that project; (2) if no active SOW exists, a later-dated signed order form or proposal governs; (3) absent those, written authorizations (e.g., email, ticket, meeting notes) govern for the scope they address; and (4) this Agreement applies as the default framework. For clarity, Client acknowledges that directions provided after an earlier SOW or proposal (including via email/ticket) may supersede or modify earlier scopes to reflect evolving priorities.
Scope Flexibility & Trade-Offs. Client acknowledges that Agency’s services are provided on a flexible, retainer-based basis. The mix of projects, deliverables, and priorities may evolve over time at Client’s direction (including via email, tickets, or other written authorizations). Unless otherwise specified in a current, active SOW, fees cover Agency’s allocation of professional time and expertise, not the perpetual maintenance of any single deliverable. If Client elects to redirect budget or priorities toward new initiatives, previously delivered or maintained assets (e.g., websites, applications, campaigns) may receive reduced support or maintenance, which may affect their performance, stability, or availability. Agency shall not be liable for degradation, downtime, data loss, or obsolescence of assets deprioritized by Client’s direction, budget reallocations, or third-party/vendor dependencies.
Infrastructure & Accounts. Client acknowledges that Agency may, in the course of providing services, procure, configure, or manage digital infrastructure on Client’s behalf (including but not limited to domains, DNS records, hosting accounts, SSL certificates, email/SMTP systems, phone systems, and third-party software licenses). Unless otherwise agreed in writing, (a) Agency may select reasonable vendors and configurations in its professional judgment, (b) Client is responsible for all associated third-party fees and renewals, and (c) such infrastructure may expand or evolve over time as needed to support Client’s objectives. Upon termination and after payment of all outstanding fees, Agency will provide reasonable assistance to transition infrastructure it controls on Client’s behalf, consistent with Section 15 (Handoff & Transition). Agency shall not be liable for downtime, data loss, or costs arising from third-party/vendor systems during or after such transition.
Change Authorizations. Work requested outside previously authorized scope (including additional features, deliverables, or revision rounds beyond those included) requires a written Change Authorization (email/ticket/order form is sufficient) and may affect fees/timelines.
Revision Rounds. Unless otherwise agreed, Client is entitled to two (2) rounds of revisions per deliverable; additional rounds are billed at Agency’s then-current hourly rates.
Client Dependencies. Client agrees to provide timely feedback, assets, access, and approvals. Client-caused delays may result in adjusted timelines and additional fees.
Upon full payment, Client owns final deliverables specifically created for Client under the applicable authorization, excluding Agency Materials, stock assets, or third-party components. Agency retains all rights in its pre-existing and proprietary tools, templates, code, processes, and know-how (“Agency Materials”). Client receives a non-exclusive, non-transferable license to use Agency Materials as incorporated into the deliverables.
Unless otherwise agreed, Agency may use Client’s name, logo, and non-confidential work product for portfolio and marketing purposes. Client may request in writing that certain deliverables not be used for portfolio purposes.
Term. For ongoing services, any initial term will be specified in an SOW or written authorization.
Termination for Convenience. Either Party may terminate this Agreement or any engagement with 30 days’ written notice. No early-termination/cancellation fee applies to existing clients under this version. Client remains responsible for fees for services performed through the termination date and for any non-cancellable third-party costs incurred on Client’s behalf.
Termination for Cause. Either Party may terminate immediately if the other materially breaches and fails to cure within 10 days after written notice specifying the breach. If termination is for Agency breach, Agency will refund prepaid, unused fees for services not performed.
Auto-Renewal & Fee Changes. Unless otherwise stated, ongoing services renew for successive one-year periods unless either Party gives 30 days’ written non-renewal notice. Agency may adjust fees for renewal terms with 45 days’ prior written notice; Client may elect non-renewal if it disagrees.
Re-Engagement. If Client re-engages within twelve (12) months of termination, new minimum terms and onboarding fees may apply.
Prepaid Fees. Prepaid fees are non-refundable except as expressly provided under Termination for Convenience (Agency termination) or Termination for Cause (Agency breach).
Discounted Terms & Early Termination Adjustments. If Client receives discounted pricing in exchange for committing to a longer term (e.g., annual prepayment or discounted multi-month commitment) but terminates early for convenience, Agency may retroactively adjust fees to the then-current standard rate for the actual period of service received. Any unpaid balance of such adjustment will be immediately due.
Handoff & Transition. After all outstanding fees are paid, Agency will provide assets specifically created for Client and paid for (e.g., website codebase and documentation, final creative files, data/content, credentials/access, domain registrar transfer assistance if registered in Agency’s name). Standard handoff completes within 14 business days after final payment. Additional transition support may be billed at Agency’s then-current hourly rates. Handoff excludes Agency Materials, non-transferable licenses, and third-party/vendor systems. Agency will exercise commercially reasonable efforts to minimize disruption but shall not be liable for downtime, vendor failures, or data loss during or after transition.
Agency shall comply with applicable laws and regulations relating to the privacy and security of personal data, including but not limited to HIPAA, CCPA, and GDPR, as applicable. If services provided under this Agreement require the handling of protected health information (PHI) or other regulated data, the Parties will execute a Business Associate Agreement (BAA) or other required data-protection agreement. In the event of conflict between this Agreement and a BAA, the BAA controls for all covered data and services. Client is responsible for notifying Agency if any special data protections or agreements are required.
Placement Labs | 728 Fentress Boulevard, Daytona Beach, FL 32114, USA
General: When you opt-in to the service, we will send you a message to confirm your signup. By opting into messages, you agree to receive recurring automated marketing and informational text messages from Placement Labs. Automated messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided when signing up or any other number that you designate. Message frequency varies, and additional mobile messages may be sent periodically based on your interaction with Placement Labs. Placement Labs reserves the right to alter the frequency of messages sent at any time to increase or decrease the total number of sent messages. Placement Labs also reserves the right to change the short code or phone number where messages are sent. Message and data rates may apply. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Your wireless provider is not liable for delayed or undelivered messages. Your consent to receive marketing messages is not a condition of purchase.
Carriers: Carriers are not liable for delayed or undelivered messages.
Cancellation: You can cancel any time by texting “STOP”. After you send the SMS message “STOP”, we will send you a message to confirm that you have been unsubscribed and no more messages will be sent. If you would not like to receive messages from Placement Labs again, just sign up as you did the first time and Placement Labs will start sending messages to you again.
Info: Text “HELP” at any time and we will respond with instructions on how to unsubscribe. For support regarding our services, email us at [your email address].
Transfer of Number: You agree that before changing your mobile number or transferring your mobile number to another individual, you will either reply “STOP” from the original number or notify us of your old number at [your email address]. The duty to inform us based on the above events is a condition of using this service to receive messages.
Messaging Terms Changes: We reserve the right to change or terminate our messaging program at any time. We also reserve the right to update these Messaging Terms at any time. Such changes will be effective immediately upon posting. Your continued enrollment following such changes shall constitute your acceptance of such changes.
Payment for basic hosting and SSL services includes only the provision of these services. It does not cover updates to codebases, frameworks, or content management systems (CMS), nor does it include any labor associated with such updates. Should these updates or any additional labor be required, they must be purchased separately under a defined scope of work and a separate service agreement.
Maintenance and Security: While we provide basic hosting and SSL services, we are not responsible for ongoing maintenance, security patches, or monitoring of your website unless explicitly stated in a separate maintenance agreement. Clients are encouraged to regularly review and maintain their websites to ensure security and performance. Any security breaches or issues arising from outdated codebases, frameworks, or CMSs are not the responsibility of Placement Labs.
By engaging with Agency's services, you consent to receive electronic communications from us, our representatives, and our third-party service providers (including project management tools, marketing automation platforms, and communication systems) for the purpose of service delivery, billing, and general correspondence. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.
You consent to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via our third-party service providers. You waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature, non-electronic records, or payments by non-electronic means.
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